UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)*

 

(Name of Issuer)

 

(Title of Class of Securities)

 

(CUSIP Number)

 

(Date of event which requires filing of this statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:

 

☐

Rule 13d-1(b)

 ☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

 

 

CUSIP No. 75340L104

 13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis Management LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

5,000,461 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

5,000,461 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

5,000,461 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

13.7% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

PN, IA

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of Rapid Micro Biosystems, Inc. (the “Issuer”) issuable upon the exercise of warrants.

CUSIP No. 75340L104

 13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

KLM GP LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

5,000,461 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

5,000,461 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

5,000,461 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

13.7% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO, HC

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis Investment Management LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

5,000,461 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

5,000,461 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

5,000,461 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

13.7% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO, HC

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis Investment Holdings II LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

5,000,461 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

5,000,461 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

5,000,461 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

13.7% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis Capital Partners Master Fund II LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

2,200,980 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

2,200,980 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

2,200,980 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

6.0% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

PN

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis GP II LLC

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Delaware

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

2,200,980 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

2,200,980 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

2,200,980 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

6.0% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

OO

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

Kennedy Lewis Capital Partners Master Fund III LP

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

Cayman Islands

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

2,799,481

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

2,799,481

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

2,799,481

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

7.7%

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

PN

 

 

 

 

 

CUSIP No. 75340L104

 

13G

 

1

NAMES OF REPORTING PERSONS

 

 

 

David Chene

 

 

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)☐

 

 

(b)☐

 

 

 3

SEC USE ONLY

 

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

 

 

USA

 

 

 

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5

SOLE VOTING POWER

 

 

 

5,000,461 (1)

 

 

 

 

6

SHARED VOTING POWER

 

 

0

 

 

 

 

7

SOLE DISPOSITIVE POWER

 

 

 

5,000,461 (1)

 

 

 

 

8

SHARED DISPOSITIVE POWER

 

 

 

0

 

 

 

 

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 

 

5,000,461 (1)

 

 

 

 

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 

☐

 

 

 

 

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 

 

13.7% (1)

 

 

 

 

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 

 

IN, HC

 

 

 

 

(1)

Includes 239,130 shares of Class A Common Stock of the Issuer issuable upon the exercise of warrants.

Item 1(a).

NAME OF ISSUER:

 

 

 

The name of the issuer is Rapid Micro Biosystems, Inc. (the "Issuer").

Item 1(b).

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:

 

 

 

The Issuer's principal executive offices are located at 1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854.

Item 2(a).

NAME OF PERSON FILING:

 

(i)

Kennedy Lewis Management LP (the “Adviser”) 

 

(ii) 

KLM GP LLC (“KLM”)

 

(iii)

Kennedy Lewis Investment Management LLC (“Kennedy Lewis Management”) 

 

(iv)

Kennedy Lewis Investment Holdings II LLC (“Holdings II”)

 

(v)

Kennedy Lewis Capital Partners Master Fund II LP (“Master Fund II”)

 

(vi)

Kennedy Lewis GP II LLC (“Fund II GP”)

 

(vii)

Kennedy Lewis Capital Partners Master Fund III LP (“Master Fund III”)

 

(viii)

Kennedy Lewis GP III LLC (“Fund III GP”)

 

(ix)

Darren Richman

 

(x)

David Chene

Item 2(b).

ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

 

 

The address of the principal business office of each of the Reporting Persons is 111 West 33rd St., Suite 1910, New York, NY 10120

Item 2(c).

CITIZENSHIP:

 

 

 

The citizenship with respect to a natural person or state of organization with respect to an entity, as applicable, of the Reporting Persons is as follows:

 

(i)

The Adviser – Delaware

 

(ii)

KLM – Delaware

 

(iii)

Kennedy Lewis Management – Delaware

 

(iv)

Holdings II – Delaware

 

(v)

Master Fund II – Cayman Islands

 

(vi)

Fund II GP – Delaware

 

(vii)

Master Fund III – Cayman Island

 

(viii)

Fund III GP – Delaware

 

(ix)

Darren Richman – United States

 

(x)

David Chene – United States

Class A Common Stock, $0.01 par value per share ("Class A Common Stock").

Item 2(e).

CUSIP NUMBER:

 

 

 

75340L104

Item 3.

IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

 

 

Not Applicable

 

 

Item 4.

OWNERSHIP.

 

 

 

The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference.

 

 

 

As of 9:30 am New York City time on May 19, 2022, each of the Adviser, KLM, Kennedy Lewis Management, Holdings II, and Messrs. Richman and Chene are the beneficial owners of 5,000,461 shares of Class A Common Stock. As of 9:30 am New York City time on May 19, 2022, each of Master Fund II and Fund II GP are the beneficial owners of 2,200,980 shares of Class A Common Stock. As of 9:30 am New York City time on May 19, 2022, each of Master Fund III and Fund III GP are the beneficial owners of 2,799,481 shares of Class A Common Stock. The shares of Class A Common Stock held by each of the Adviser, KLM, Kennedy Lewis Management, Holdings II, and Messrs. Richman and Chene represent approximately 13.7%, each of Master Fund II and Fund II GP represent approximately 6.0%, and each of Master Fund III and Fund III GP approximately 7.7% of the outstanding shares of Class A Common Stock, based on 36,389,073 shares of Class A Common Stock of the Issuer outstanding as of April 30, 2022, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on May 10, 2022.

 

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

 

 

Not applicable.

 

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

 

 

Not applicable.

Item 7.

IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

 

 

Not applicable.

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

 

 

Not applicable.

Item 9.

NOTICE OF DISSOLUTION OF GROUP.

 

 

 

Not applicable.

 

 

Item 10.

CERTIFICATION.

Each of the Reporting Persons hereby makes the following certification:

 

By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

 

 

 

 

 

KENNEDY LEWIS MANAGEMENT LP

 

 

 

 

By:

 

KLM GP LLC, its general partner

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Chief Operating Officer

 

 

 

KLM GP LLC

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Chief Operating Officer

 

 

KENNEDY LEWIS INVESTMENT MANAGEMENT LLC

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Chief Operating Officer

 

 

 

 

 

 

KENNEDY LEWIS INVESTMENT HOLDINGS II LLC

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Authorized Person

 

 

 

 

 

 

 

KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND II LP

 

 

 

 

By:

 

Kennedy Lewis GP II LLC, its general partner

 

By:

 

Kennedy Lewis Investment Holdings II LLC, its managing member

 

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Authorized Person

 

 

 

 

KENNEDY LEWIS GP II LLC

 

 

 

 

By:

 

Kennedy Lewis Investment Holdings II LLC, its managing member

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Authorized Person

 

 

 

KENNEDY LEWIS CAPITAL PARTNERS MASTER FUND III LP

 

 

 

 

By:

 

Kennedy Lewis GP III LLC, its general partner

 

By:

 

Kennedy Lewis Investment Holdings II LLC, its managing member

 

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Authorized Person

 

 

 

 

KENNEDY LEWIS GP III LLC

 

 

 

 

By:

 

Kennedy Lewis Investment Holdings II LLC, its managing member

 

 

 

 

By:

 

 

Name:

 

Anthony Pasqua

 

Title:

 

Authorized Person

 

 

 

 

By:

 

 

 

 

 

By: